pursuant to this Section 2. The Holder shall (together with the Company as provided in Section 3)enter into an underwriting agreement in customary form with a mutually acceptable underwriter orunderwriters.Section 3. “Piggyback” Rights. For a period of one (1) year from December           , 2009, andif (but without any obligation to do so) the Company proposes to register any of its securitiesunder the Act in connection with a public offering of such common stock for cash proceeds payablein whole or in part to the Company (other than with respect to a Registration Statement filed onForm S-8 or Form S-4 or such other similar form then in effect under the Securities Act), theCompany shall, at such time, subject to the provisions of Section 6 and 7 hereof and upon requestof the Holder cause to be registered under the Act all of the Registrable Securities which theHolder requests be registered; provided, however, if the managing underwriter of the publicoffering of shares proposed to be registered by the Company advises the Holder in writing thatmarketing factors require a limitation of the number of shares to be underwritten, then the numberof shares of Registrable Securities of the Holder that may be included in the underwriting shall beso limited on a prorate basis. Such “piggyback rights” shall expire on the registration and saleof the Registrable Securities pursuant to Section 2 above or upon the sale of the RegistrableSecurities hereunder.Section 4. Registration Procedure. Whenever required under this Agreement to effect theregistration of any Registrable Securities, the Company shall, as expeditiously as is reasonablypossible:     (a) Furnish to the Holder of the Registrable Securities covered by such registrationstatement such number of copies of a prospectus, including a preliminary prospectus, in conformitywith the requirements of the Act, and such other documents as he may reasonably request in order tofacilitate the disposition of the Registrable Securities owned by him.     (b) In the event of any underwritten public offering, enter into and perform its obligationsunder an underwriting agreement, in usual and customary form, with the managing underwriter of suchoffering. The Holder participating in such underwriting shall also enter into and perform hisobligations under such agreement.
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     (c) Notify the Holder of Registrable Securities covered by such registration statement, atany time when a prospectus relating thereto covered by such registration statement is required tobe delivered under the Act, of the happening of any event as a result of which the prospectusincluded in such registration statement, as then in effect, includes an untrue statement of amaterial fact or omits to state a material fact required to be stated therein or necessary to makethe statements therein not misleading in the light of the circumstances then existing.Section 5. Furnish Information. The Holder shall promptly furnish to the Company inwriting such reasonable information regarding the Holder, the Registrable Securities held by theHolder, and the intended method of disposition of such securities as shall be required to effectthe registration of his Registrable Securities.Section 6. Expenses of Registration. All of the foregoing expenses relating to theRegistrable Securities incurred in connection with registration, filing or qualification pursuantto this Agreement, including (without limitation) all registration, filing and qualification fees,printers’ bills, mailing and delivery expenses, accounting fees, and the fees and disbursements ofcounsel for the Company, but excluding underwriting discounts or fees, shall be borne by theCompany.Section 7. Indemnification and Contribution. In the event any Registrable Securities areincluded in a registration statement under this Agreement:     (a) To the extent permitted by law, the Company will indemnify and hold harmless the Holder,the officers and directors of each Holder, any underwriter (as defined in the Act) for such holder,and each person, if any, who controls such Holder or underwriter within the meaning of the Act orthe Securities Exchange Act of 1934, as amended (the “Exchange Act”), against any losses, claims,damages, or liabilities (joint or several) to which they may become subject under the Act, theExchange Act or other federal or state law, insofar as such losses, claims, damages, or liabilities(or actions in respect thereto) arise out of or are based upon any untrue statement or allegeduntrue statement of a material fact contained in such registration statement, including anypreliminary prospectus or final prospectus contained therein or any amendments or supplementsthereto, or arise out of or are based upon the omission or alleged omission to state therein a
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material fact required to be stated therein or necessary to make the statements therein notmisleading; and the Company will reimburse each such Holder, officer or director, underwriter orcontrolling person for any legal or other expenses reasonably incurred by them in connection withinvestigating or defending any such loss, claim, damage, liability, or action; provided however,that the indemnity agreement contained in this Section 7(a) shall not apply to amounts paid insettlement of any such loss, claim, damage, liability, or action if such settlement is effectedwithout the consent of the Company (which consent shall not be unreasonably withheld), nor shallthe Company be liable in any such case for any such loss, claim, damage, liability, or action tothe extent that it arises out of or is based upon an untrue statement or alleged untrue statementor omission or alleged omission made in such registration statement, preliminary prospectus orfinal prospectus or any amendment or supplement thereto in reliance upon and in conformity withwritten information furnished expressly for use in connection with such registration by any suchHolder, underwriter or controlling person; provided, further, however, that if any losses, claims,damages or liabilities arise out of or are based upon any untrue statement, alleged untruestatement, omission or alleged omission contained in any preliminary prospectus, and made inreliance upon and in conformity with written information furnished by such Holder expressly for usetherein, which did not appear in the final prospectus, the Company shall not have any suchliability with respect thereto to such Holder, any person who controls such Holder within themeaning of the Act, or any director of such Holder, if such Holder delivered a copy of thepreliminary prospectus to the person alleging such losses, claims, damages or liabilities andfailed to deliver a copy of the final prospectus, as amended or supplemented if it has been amendedor supplemented, to such person at or prior to the written confirmation of the sale to such person,provided that such Holder had an obligation to deliver a copy of the final prospectus to suchperson.     (b) To the extent permitted by law, each selling Holder will indemnify and hold harmless theCompany, each of its directors, each of its officers who has signed the registration statement,each person, if any, who controls the Company within the meaning of the Act, any underwriter andany other Holder selling securities in such registration statement or any of its directors orofficers or any person who controls such Holder or underwriter against any losses, claims, damagesor liabilities, joint or several) to which the Company or any such director, officers, controllingperson, or underwriter or controlling
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person, or other such Holder or director, officer or controlling person may become subject, underthe Act, the Exchange Act or other federal or state law, insofar as such losses, claims, damages orliabilities (or actions in respect thereto) arise out of or are based upon any untrue statement oralleged untrue statement of a material fact contained in such registration statement, including anypreliminary prospectus or final prospectus contained therein or any amendments or supplementsthereto, or arise out of or are based upon the omission or alleged omission to state therein amaterial fact required to be stated therein or necessary to make the statements therein notmisleading, if the untrue statement or omission or alleged untrue statement or omission in respectof which such loss, claim, damage or liability is asserted was made in reliance upon and inconformity with written information furnished by such Holder expressly for use in connection withsuch registration; and each such Holder will reimburse any legal or other expenses reasonablyincurred by the Company or any such director, officer, controlling person, underwriter orcontrolling person, or other Holder, officer, director, or controlling person in connection withinvestigating or defending any such loss, claim, damage, liability or action; provided however,that the indemnity agreement contained in this Section 7(b) shall not apply to amounts paid insettlement of any such loss, claim, damage, liability or action, if such settlement is effectedwithout the consent of the Holder (which consent shall not be unreasonably withheld); provided,further that the maximum liability of any selling Holder under this Section 7(b) in regard to anyregistration statement shall in no event exceed the amount of the proceeds received by such sellingHolder from the sale of securities under such registration statement; provided, further however,that if any losses, claims, damages or liabilities arise out of or are based upon an untruestatement, alleged untrue statement, omission or alleged omission contained in any preliminaryprospectus which did not appear in the final prospectus, such seller shall not have any suchliability with respect thereto to the Company, any person who controls the Company within themeaning of the Act, any officer of the Company who signed the registration statement or anydirector of the Company, if the Company delivered a copy of the preliminary prospectus to theperson alleging such losses, claims, damages or liabilities and failed to deliver a copy of thefinal prospectus, as amended or supplemented if it has been amended or supplemented, to such personat or prior to the written confirmation of the sale to such person, provided that the Company hadan obligation to deliver a copy of the final prospectus to such person.
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     (c) Promptly after receipt by an indemnified party under this Section 7 of notice of thecommencement of any action (including any governmental action), such indemnified party will, if aclaim in respect thereof is to be made against any indemnifying party under this Section 7, deliverto the indemnifying party a written notice of the commencement thereof, and the indemnifying partyshall have the right to participate in and, to the extent the indemnifying party so desires,jointly with any other indemnifying party similarly notified, to assume the defense thereof withcounsel mutually satisfactory to the parties. An indemnified party shall have the right to retainits own counsel, however, the fees and expenses of such counsel shall be at the expense of theindemnified party, unless (i) the employment of such counsel has been specifically authorized inwriting by the indemnifying party, (ii) the indemnifying party has failed to assume the defense andemploy counsel, or (iii) the named parties to any such action (including any impleaded parties)include both the indemnified party and the indemnifying party, and the indemnified party shall havebeen advised by such counsel that there may be one or more legal defenses available to it which aredifferent from or additional to those available to the indemnifying party (in which case theindemnifying party shall not have the right to assume the defense of such action on behalf of suchindemnified parry, it being understood, however, that the indemnifying party shall not, inconnection with any one such action or separate but substantially similar or related actions in thesame jurisdiction arising out of the same general allegations or circumstances, be liable for thereasonable fees and expenses of more than one separate firm of attorneys for all indemnifiedparties). The failure to deliver written notice to the indemnifying party will not relieve it ofany liability that it may have to any indemnified party under this Agreement.     (d) If the indemnification provided for in this Section 7 is unavailable or insufficient tohold harmless an indemnified party in respect of any losses, claims, damages or liabilities oractions in respect thereof referred to therein, then each indemnifying party shall in lieu of;indemnifying such indemnified party contribute to the amount paid or payable by such indemnifiedparty as a result of such losses, claims, damages, liabilities or actions in such proportion as isappropriate to reflect the relative fault of the Company, on the one hand, and selling Holder, onthe other, in connection with the statements or omissions which resulted in such losses, claims,damages, liabilities or actions as well as any other relevant equitable considerations, includingthe failure to give
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any required notice. The relative fault shall be determined by reference to, among other things,whether the untrue or alleged untrue statement of a material fact or the omission or allegedomission to state a material fact relates to information supplied by the Company, on the one hand,or by such selling Holder on the other, and the parties’ relative intent, knowledge, access toinformation and opportunity to correct or prevent such statement or omission. The parties heretoacknowledge and agree that it would not be just and equitable if contribution pursuant to thissubparagraph (d) were determined by pro rata allocation (even if all of the selling Holder weretreated as one entity for such purpose) or by any other method of allocation which does not takeaccount of the equitable considerations referred to above in this subparagraph (d). The amount paidor payable by an indemnified party as a result of the losses, claims, damages, liabilities oractions in respect thereof referred to above in this subparagraph (d) shall be deemed to includeany legal or other expenses reasonably incurred by such indemnified party in connection withinvestigating or defending any such action or claim. Notwithstanding the provisions of thissubparagraph (d), the amount the selling Holder shall be required to contribute shall not exceedthe amount, if any, by which the total price at which the securities sold by each of them wereoffered to the public exceeds the amount of any damages which they would have otherwise beenrequired to pay by reason of such untrue or alleged untrue statement or omission or allegedomission, or other violation of law. No person guilty of fraudulent misrepresentation (within themeaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was notguilty of fraudulent misrepresentation.Section 8. Miscellaneous.     (a) Binding Effect. This Agreement shall be binding upon and shall inure to thebenefit of the Company and to the Holder and their respective heirs, personal representatives,successors and assigns.     (b) Notices. Except as otherwise provided herein, any notice, consent or request tobe given in connection with any term or provision of this Agreement shall be deemed to have beengiven sufficiently if sent by hand, registered or certified mail, postage prepaid, facsimiletransmission or courier (next day delivery), to the Company or to the Holder at their respectiveaddresses as provided on or about the date hereof.
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     (c) Integration. This Agreement contains the entire agreement between the partieswith respect to the transactions contemplated hereby and no party shall be bound by, nor shall anyparty be deemed to have made, any covenants, representations, warranties undertakings or agreementsexcept those contained in such entire Agreement. The section and paragraph headings contained inthis Agreement are for the reference purposes only and shall not affect in any way the meaning orinterpretation of this Agreement.     (d) Counterparts. This Agreement may be executed in one or more counterparts, eachof which shall be deemed to be an original, but all of which together shall constitute one and thesame agreement.     (e) Amendment. This Agreement may be amended, changed, waived or terminated only inwriting signed by each of the parties.     IN WITNESS WHEREOF, this Agreement has been executed effective as of the date first abovewritten.      DRI CORPORATION